Common use of Required Filings and Consents Clause in Contracts

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (h) such filings as may be required under the rules and regulations of the NYSE and (i) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the Company, Company or the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate Articles of Merger as required by the DGCLVBCA, (b) the Company Stockholder Shareholder Approval, (c) compliance with any applicable requirements of the HSR Act Act, (d) the approval of each of the Vermont Public Service Board (the “VPSB”), the Federal Energy Regulatory Commission (the “FERC”), the Federal Communications Commission (the “FCC”) and other applicable foreign or supranational antitrust the Nuclear Regulatory Commission (the “NRC”) (the approvals described in clauses (c) and competition laws (d), together with the approvals set forth in on Section 4.5 3.5 of the Company Disclosure ScheduleLetter, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (being referred to herein as the “Exchange ActCompany Required Governmental Approvals”), (e) compliance with the applicable requirements of the Securities Exchange Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (h) such filings as may be required under the rules and regulations of the NYSE New York Stock Exchange, (g) the notification of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, and (ih) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to to, any Governmental Entity, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.5, none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign foreign, federal or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedulestate securities or blue sky laws, (d) compliance with including pursuant to the applicable requirements of the Securities Act and the Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (hc) such filings as may be required under the rules and regulations of the NYSE NASDAQ and the NYSE, (d) the filing with the SEC of a proxy statement/prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”) and a registration statement on Form S-4 with respect to the issuance of the Parent Shares in the Merger (such Form S-4, and any amendments or supplements thereto, the “Form S-4”) and (ie) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to to, any Governmental Entity, the failure of which to obtain or make has not had or would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the Companyacceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company Parent and Merger Sub of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance by Parent or Merger Sub with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental EntityEntity or any other Person, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other Act, (c) compliance with the applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 requirements of the Company Disclosure ScheduleExchange Act, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (gf) filings with the United States Securities SEC and Exchange Commission with the securities commissions or similar securities regulatory authority in each of the provinces of Canada (the “SECCanadian Securities Authorities”) as may be required by the Company Guarantor, Parent or Merger Sub in connection with this Agreement and the transactions contemplated hereby, (hg) such filings as may be required under the rules and regulations of the NYSE New York Stock Exchange or Toronto Stock Exchange, and (ih) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental EntityEntity or any other Person, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental EntityEntity or any other Person, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other Act, (c) compliance with the applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 requirements of the Company Disclosure ScheduleExchange Act, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities Laws or Blue Sky Laws, (gf) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (hg) such filings as may be required under the rules and regulations of the NYSE Nasdaq Global Select Market (“Nasdaq”), and (ih) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to (x) any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have be other than immaterial to the Company or any Company Subsidiary, or prevent or materially delay consummation of the Offer or the Merger, or (y) any other Person, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole, or prevent or materially delay consummation of the Offer or the Merger.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 3.5, none of the execution, delivery or performance of this Agreement by the CompanyParent and Merger Sub, the consummation by the Company Parent and Merger Sub of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with with, or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign foreign, federal or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedulestate securities or blue sky Laws, (d) compliance with including pursuant to the applicable requirements of the Securities Act and the Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (hc) such filings as may be required under the rules and regulations of the NYSE NYSE, (d) the filing with the SEC of the Joint Proxy Statement/Prospectus and the filing with the SEC, and declaration of effectiveness under the Securities Act, of the Form S-4 and (ie) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity (including with respect to any Governmental EntityCompetition Laws), the failure of which to obtain or make would not have or would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 3.5, none of the execution, delivery or performance of this Agreement by the CompanyParent and Merger Sub, the consummation by the Company Parent and Merger Sub of the Offer, the Merger or any other transaction contemplated by this Agreement, or compliance by the Company’s compliance Parent or Merger Sub with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Scheduleany Competition Laws, (dc) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (gd) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by the Company Parent or Merger Sub in connection with this Agreement and the transactions contemplated hereby, (he) such filings as may be required under the rules and regulations of the NYSE NASDAQ and (if) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental EntityEntity or any other Person, individually or in the aggregate, has not has and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. None of The execution and delivery by the execution, delivery or performance Company of this Agreement does not, the execution and delivery by the CompanyCompany of any instrument required hereby to be executed and delivered at the Closing will not, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this AgreementAgreement will not, or and compliance by the Company’s compliance Company with any of the provisions of this Agreement will require not (with or without notice or lapse of time, or both) require any consent, approval, authorization Order, license, authorization, registration, declaration or permit of, or filing or registration with or notification to, any Governmental Entity, other than except (ai) the applicable requirements, if any, of the Securities Act and the Exchange Act, including the filing of the Schedule 14D-9 and, if required by applicable Law, a Proxy Statement relating to the adoption by the stockholders of the Company of this Agreement, (ii) the filing and recordation of the Certificate of Merger or other documents as required by the DGCL, (b) the Company Stockholder Approval, (ciii) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (hiv) such filings as may be required under the applicable listing and corporate governance rules and regulations of the NYSE and NASD, (iv) where the failure to obtain such clearances, consents, approvals, authorizations Orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable U.S. federal and state or permits offoreign securities Laws, or to make and (vi) such filingsother consents, registrations with approvals, Orders, registrations, declarations, permits, filings or notifications to any Governmental Entitywhich, individually if not obtained or in the aggregatemade, would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder ApprovalApproval with respect to the Merger, if required by Law, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 3.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (h) such filings as may be required under the rules and regulations of the NYSE Nasdaq and (i) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Parent and Merger Sub in Section 4.4, none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Scheduleany Competition Laws, (dc) compliance with the applicable requirements of the Securities Exchange Act of 1934 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (gd) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (he) such filings as may be required under the rules and regulations of the NYSE New York Stock Exchange (“NYSE”) and (if) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None No Consent of, or registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery or and performance of this Agreement by the Company, or the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, other than (hi) applicable requirements of and filings with the SEC under the Securities Act, the Exchange Act and the Investment Company Act, (ii) the filing of the Articles of First Merger with, and acceptance for record of the Articles of First Merger by, the SDAT and appropriate documents with the relevant authorities of the other jurisdictions in which Parent or any of its Subsidiaries is qualified to do business, (iii) applicable requirements under corporation or Blue Sky Laws of various states, (iv) such filings as may be required under in connection with the Taxes described in Section 8.6, (v) compliance with applicable rules and regulations of the NYSE NYSE, (vi) such other items required solely by reason of the participation of the Company in the transactions contemplated hereby, (vii) compliance with and filings or notifications under Antitrust Laws and (iviii) where such other Consents, registrations, declarations, filings or notices the failure of which to obtain such consents, approvals, authorizations be obtained or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, made would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and the CompanyPurchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by Parent and the Company Purchaser of the Offer, the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Company’s compliance Purchaser with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other or any similar merger notification Laws of any non-U.S. Governmental Entity applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of to the Company Disclosure Scheduletransactions contemplated by this Agreement, (dc) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of and the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (gd) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by Parent or the Company Purchaser in connection with this Agreement and the transactions contemplated hereby, (he) such filings as may be required under the rules and regulations of the NYSE NASDAQ, and (if) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental EntityEntity or any other Person, individually or in the aggregate, would not be material to Parent or the Purchaser, taken as a whole, or prevent or materially delay, or would reasonably be expected to have a Company Material Adverse Effectprevent or delay, the Offer or the Merger or performance by Parent of any of its material obligations under this Agreement.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of Parent and the Purchaser in Section 4.4, none of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization authorization, waiver or permit exemption of, clearance, permit or license issued or granted by, or Order of, filing or registration with or notification to, negative clearance from, or the expiration or early termination of any waiting period imposed by, (each of the preceding, a “Consent”) any Governmental EntityAuthority or any other Person, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of and the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (gc) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company SEC in connection with this Agreement and the transactions contemplated hereby, (hd) such filings as may be required under the rules and regulations of NASDAQ, (e) compliance with the NYSE applicable requirements, if any, of the HSR Act and the Foreign Antitrust Laws, and (if) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, Consents would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None Except as set forth in Section 4.5 of the Parent Disclosure Schedule, none of the execution, delivery or performance of this Agreement by the Companyeach of Parent and Merger Sub, the consummation by the Company Parent and Merger Sub of the Offer, the Merger or any other transaction contemplated by this Agreement, or the CompanyParent’s or Merger Sub’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental EntityEntity or any other person, other than (aA) the filing and recordation of the Certificate of Merger as required by the DGCL, (bB) the Company Parent Stockholder Approval, (cC) filings required under, and compliance with any applicable requirements of of, the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 3.5 of the Company Disclosure Schedule, (dD) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (eE) compliance with the applicable requirements of the Securities Act, (fF) compliance with any applicable foreign or state securities or Blue Sky Laws, (gG) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by the Company Parent in connection with this Agreement and the transactions contemplated hereby, (hH) such filings as may be required under the rules and regulations of the NYSE NASDAQ, and (iI) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental EntityEntity or any other person, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. None of The execution and delivery by the execution, delivery or performance Company of this Agreement does not, the execution and delivery by the CompanyCompany of any instrument required hereby to be executed and delivered at the Closing will not, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this AgreementAgreement will not, or and compliance by the Company’s compliance Company with any of the provisions of this Agreement will require not (with or without notice or lapse of time, or both) require any consent, approval, authorization Order, license, authorization, registration, declaration or permit of, or filing or registration with or notification to, any Governmental Entity, other than except (a) the applicable requirements, if any, of the Securities Act and the Exchange Act, including the filing of the Schedule 14D-9 and, if required by applicable Law, a Proxy Statement relating to the adoption by the stockholders of the Company of this Agreement, (b) the filing and recordation of the Certificate of Merger or other documents as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements or waiting periods of Council Regulation (EC) No. 139/2004 of the Securities Exchange Act Council of 1934 the European Union (the “Exchange ActEC Merger Regulation”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”d) as may be required by the Company in connection with this Agreement and the transactions contemplated herebyunder any other foreign Competition Laws, (he) such filings as may be required under the rules and regulations of the NYSE and NYSE, (if) where the failure to obtain such clearances, consents, approvals, authorizations Orders, licenses, authorizations, registrations, declarations, permits, filings and notifications as may be required under applicable U.S. federal and state or permits offoreign securities Laws, or to make and (g) such filingsother consents, registrations with approvals, Orders, registrations, declarations, permits, filings or notifications to any Governmental Entitywhich, individually if not obtained or in the aggregatemade, would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the CompanyParent, Merger Sub and Merger LLC, or the consummation by the Company Parent, Merger Sub and Merger LLC of the OfferMerger, the Subsequent Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, declaration, authorization or permit of, or filing or registration with or notification to, or any other action by or in respect of, any Governmental Entity, other than (a) the filing and recordation of the Certificate Articles of Merger as required by the DGCLIBCA, (b) the Company Stockholder Parent Shareholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure ScheduleAct, (d) if necessary, the approval of the ICC, (e) if necessary, the approval of the CPUC of a change in control over Central Valley Gas Storage, LLC, (f) compliance with the applicable requirements of the Securities Exchange Act of 1934 (and the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) including filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by the Company Parent, Merger Sub or Merger LLC in connection with this Agreement and the transactions contemplated hereby, including the Form S-4, (g) compliance with any applicable foreign securities Laws or Blue Sky Laws, (h) such filings as may be required under the rules and regulations of the NYSE NYSE, and (i) where the failure to obtain such other consents, approvals, authorizations or permits ofdeclarations, or to make such authorizations, permits, filings, registrations with registrations, notifications or notifications actions which, if not obtained or made, would not (A) reasonably be expected to any Governmental Entityhave, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse EffectEffect or (B) prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental EntityEntity or any other person, other than (aA) the filing and recordation of the Certificate of Merger as required by the DGCL, (bB) the Company Stockholder Approval, (cC) filings required under, and compliance with any applicable requirements of of, the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure ScheduleAct, (dD) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (eE) compliance with the applicable requirements of the Securities Act, (fF) compliance with any applicable foreign or state securities or Blue Sky Laws, (gG) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (hH) such filings as may be required under the rules and regulations of the NYSE NASDAQ, and (iI) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental EntityEntity or any other person, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None The execution and delivery of this Agreement by the executionCompany do not, delivery or and the performance of this Agreement by the CompanyCompany will not, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Entity”) or any consent, approval or authorization of, or notification to, any other than person, except (a) for applicable requirements, if any, of the Exchange Act, including the filing of the Schedule 14D-9 and, if required by applicable Law, a Proxy Statement relating to the adoption by the Company Stockholders of this Agreement, (b) for applicable requirements, if any, of state securities or “blue sky” Laws (“Blue Sky Laws”) and filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements for those required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure ScheduleAct”), (d) compliance with for those required by the applicable requirements of Federal Communications Commission or any successor entity (the Securities Exchange “FCC”) under the Communications Act of 1934 and the rules, regulations and policies of the FCC promulgated thereunder (the “Exchange ActFCC Filings”), (e) compliance for such filings and approvals as are required to be made or obtained with or from any state public service or public utility commission or similar state regulatory bodies in connection with the applicable requirements consummation of the Securities Act, Merger and the other transactions contemplated by this Agreement and (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (h) such filings as may be required under the rules and regulations of the NYSE and (i) where the failure to obtain such consents, approvals, authorizations or permits ofpermits, or to make such filingsfilings or notifications, registrations with or notifications has not had, and would not reasonably be expected to any Governmental Entityhave, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 5.4, none of the execution, delivery or performance of this Agreement by the Company, Company or the consummation by the Company of the OfferMerger, the Merger Offer or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign foreign, federal or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedulestate securities or blue sky Laws, (d) compliance with including pursuant to the applicable requirements of the Securities Act and the Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (hc) such filings as may be required under the rules and regulations of the NYSE NYSE, (d) the filing with the SEC of the Schedule TO, Schedule 14D-9 and the Offer Documents and such other reports required in connection with the transactions pursuant to this Agreement under, and such other compliance with, the Exchange Act and the Securities Act and the rules and regulations thereunder and (ie) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity (including with respect to any Governmental EntityCompetition Laws), the failure of which to obtain or make would not have or would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of Parent and the Purchaser in Section 4.4, none of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental EntityAuthority or any other Person, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of and the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (gc) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (hd) such filings as may be required under the rules and regulations of NASDAQ, (e) compliance with the NYSE applicable requirements of the HSR Act and the Foreign Antitrust Laws, and (if) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental EntityAuthority or any other Person, individually or in the aggregate, would has not reasonably be expected to have had a Company Material Adverse Effect.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 4.5, none of the execution, delivery or performance of this Agreement by the CompanyParent and Merger Sub, the consummation by the Company Parent and Merger Sub of the OfferMerger, the Merger Offer or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with with, or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign foreign, federal or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedulestate securities or blue sky Laws, (d) compliance with including pursuant to the applicable requirements of the Securities Act and the Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (hc) such filings as may be required under the rules and regulations of the NYSE NYSE, (d) the filing with the SEC of the Schedule 14D-9, the Schedule TO and the Offer Documents and such other reports required in connection with the transactions pursuant to this Agreement under, and such other compliance with, the Exchange Act and the Securities Act and the rules and regulations thereunder and (ie) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity (including with respect to any Governmental EntityCompetition Laws), the failure of which to obtain or make would not or would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.4, none of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or payment for Shares pursuant to the Offer, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, Agreement or compliance by the Company’s compliance Company with any of the provisions provision of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws any Competition Laws as set forth in on Section 4.5 3.5 of the Company Disclosure Schedule, (dc) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (gd) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (he) such filings as may be required under the rules and regulations of the NYSE NASDAQ Global Market (“NASDAQ”); and (if) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.4, none of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the receipt of the Company Stockholder Approval, if required by applicable Law, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 3.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (hf) such filings as may be required under the rules and regulations of the NYSE and (ig) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of shares of Company Common Stock pursuant to the Merger or the Spin-Off Transaction, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental EntityAuthority or any other Person, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCLDelaware Law, (b) the Company Requisite Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 4.4 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Lawsblue sky laws, (gf) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, hereby and (hg) such filings as may be required under the rules and regulations of the NYSE NASDAQ Global Market, and (ih) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental EntityAuthority or any other Person, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect or prevent or materially delay the consummation of the transactions contemplated hereby.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the CompanyParent and Merger Sub, the consummation by the Company Parent and Merger Sub of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance by Parent or Merger Sub with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger and articles of incorporation, as amended, of the Surviving Corporation as required by the DGCLOGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (ec) compliance with the applicable requirements of the Securities Act, (fd) compliance with any applicable foreign or state securities or Blue Sky Laws, (ge) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by the Company Parent or Merger Sub in connection with this Agreement and the transactions contemplated hereby, (hf) such filings as may be required under the rules and regulations of the NYSE NASDAQ and (ig) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental EntityEntity or any other Person, individually or in the aggregate, has not has and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 3.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (h) such filings as may be required under the rules and regulations of the NYSE New York Stock Exchange (the “NYSE”) and (i) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 5.4, none of the execution, delivery or performance of this Agreement by the Company, Company or the consummation by the Company of the OfferMerger, the Merger Offer or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, ; (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign foreign, federal or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedulestate securities or blue sky Laws, (d) compliance with including pursuant to the applicable requirements of the Securities Exchange Act of 1934 (and the “Exchange Act”), ; (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (hc) such filings as may be required under the rules and regulations of the NYSE NYSE; (d) the filing with the SEC of the Schedule TO, Schedule 14D-9 and the Offer Documents and such other reports required in connection with the transactions pursuant to this Agreement under, and such other compliance with, the Exchange Act and the Securities Act and the rules and regulations thereunder; and (ie) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity (including with respect to any Governmental EntityCompetition Laws), the failure of which to obtain or make would not have and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the CompanyXxxxxx and Merger Sub, the consummation by the Company Parent and Merger Sub of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance by Parent or Merger Sub with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization authorization, confirmation, clearance or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure ScheduleCompetition Laws, (dc) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (d) any application, filing, notice, report, registration, approval, permit, authorization, confirmation, clearance, consent or submission required to be made or obtained under the Specified Regulations, (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by the Company Parent or Merger Sub in connection with this Agreement and the transactions contemplated hereby, (h) such filings as may be required under the rules and regulations of the NYSE and NASDAQ and (i) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, Entity would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. None Assuming the accuracy of the representations and warranties of the Company in Section 4.5, none of the execution, delivery or performance of this Agreement by the CompanyParent and Merger Sub, or the consummation by the Company Parent and Merger Sub of the OfferMerger, the Merger Offer or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with with, or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, ; (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign foreign, federal or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedulestate securities or blue sky Laws, (d) compliance with including pursuant to the applicable requirements of the Securities Exchange Act of 1934 (and the “Exchange Act”), ; (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (hc) such filings as may be required under the rules and regulations of the NYSE NYSE; (d) the filing with the SEC of the Schedule 14D-9, the Schedule TO and the Offer Documents and such other reports required in connection with the transactions pursuant to this Agreement under, and such other compliance with, the Exchange Act and the Securities Act and the rules and regulations thereunder and (ie) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity (including with respect to any Governmental EntityCompetition Laws), in each case the failure of which to obtain or make would not and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of Company Shares pursuant to the Offer, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this AgreementTransaction, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental EntityAuthority or any other Person, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and or other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure ScheduleAntitrust Laws, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (fc) compliance with any applicable foreign non-U.S. or state securities Laws or Blue Sky Laws, (gd) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by the Company in connection with this Agreement and the transactions contemplated herebyTransactions, (he) such filings as may be required under the rules and regulations of the NYSE NASDAQ, and (if) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to (x) any Governmental EntityAuthority, individually or in the aggregate, would not reasonably be expected to have be material to the Company or any Company Subsidiary, or prevent, materially impair or materially delay consummation of the Offer or the Merger, or (y) any other Person, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Required Filings and Consents. None of the execution, delivery or performance of this Agreement by Parent and the CompanyPurchaser, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by Parent and the Company Purchaser of the Offer, the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Company’s compliance Purchaser with any of the provisions of this Agreement will require (with or without notice or 40 lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental EntityEntity or any other Person, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and the other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 4.4 of the Company Parent Disclosure Schedule, (dc) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (gd) filings with the United States Securities and Exchange Commission (the “SEC”) SEC as may be required by Parent or the Company Purchaser in connection with this Agreement and the transactions contemplated hereby, (he) such filings as may be required under the rules and regulations of the NYSE New York Stock Exchange, and (if) where the failure to obtain such consents, approvals, authorizations or permits of, or to make any such filings, registrations with or notifications to any Person that is not a Governmental Entity, individually or in the aggregate, has not has and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Required Filings and Consents. None Assuming the accuracy of the representations of the Company in Section 3.5, none of the execution, delivery or performance of this Agreement by the CompanyParent and Merger Sub, the consummation by the Company Parent and Merger Sub of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) compliance with the Company Stockholder Approvalpre-merger notification obligations of the HSR Act, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign foreign, federal or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedulestate securities or blue sky laws, (d) compliance with including pursuant to the applicable requirements of the Securities Act and the Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (hd) such filings as may be required under the rules and regulations of the NYSE and NASDAQ, (ie) where the failure to obtain such filing with the SEC of the Proxy Statement/Prospectus and the Form S-4 and (f) consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to to, any Governmental Entity, the failure of which to obtain or make has not had or would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect.